Is it possible to call an urgent board meeting of a company at a short notice of only one day? Because I am told that a 7 day notice is necessary for board meeting. In our company we usually have a monthly meeting on a fixed day every month which is well planned. But what about an urgent meeting of the board of directors of company at short notice of one day?
The relevant provision relating to the board meeting of a company is contained in Section 173(3) of the Companies Act, 2013, which is reproduced below:
“(3) A meeting of the Board shall be called by giving not less than seven days’ notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means:
Provided that a meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the meeting:
Provided further that in case of absence of independent directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one independent director, if any.”
Thus, it is clear that normally a board meeting can be called by giving at least 7 days’ notice to all directors. However, there is a specific provision that in order to transact some urgent business, a board meeting can be called by giving a shorter notice. For such urgent meeting, no shorter notice period is specified, which means in appropriate situations, it may be one day or even on the same day also. It is pertinent to mention that the notice to the directors about the board meeting can be given also by electronic means, which may include email or SMS or WhatsApp message.
Accordingly, in urgent matters, a board meeting may be called at a short notice of one day, or in fact, may be on the same day also.
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